UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
SunRiver Corporation (1)
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(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
867938 10 2
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(CUSIP NUMBER)
Gerald Youngblood, President
SunRiver Corporation
Echelon IV, Suite 200
9430 Research Boulevard
Austin, Texas 78759-6543
(512) 349-5800
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 17, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ].
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
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(1) SunRiver Corporation was known as All-Quotes, Inc. at the time of the
filing of the original Schedule 13D and is expected to change its name to
Boundless Corporation.
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SCHEDULE 13D/A
CUSIP NO. 867938 10 2
1. Name of Reporting Person;
S.S. or I.R.S. Identification No. of Above Person
SunRiver Group, Inc.
I.D. No.: 64-0728774
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3. SEC Use Only .................................................
4. Source of Funds: O O
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) ............................[ ]
6. Citizenship or Place of Organization: Delaware
Number of 7. Sole Voting Power: 30,614,084
Shares 8. Shared Voting Power: None
Beneficially 9. Sole Dispositive Power: None
Owned By 10. Shared Dispositive Power: 30,614,084
Each Reporting
Person With
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 30,614,084 Shares
12. Check if the Aggregate Amount in Row 11 Excludes
Certain Shares (See Instructions) ........................[ ]
13. Percent of Class Represented by Amount In Row 11: 58.8%
14. Type of Reporting Person: CO
Page 2 of 7
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CUSIP NO. 867938 10 2
15. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Gerald Youngblood
SSN: ###-##-####
16. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
17. SEC Use Only .................................................
18. Source of Funds: O O
19. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) ...............................
20. Citizenship or Place of Organization: United States
Number of 21. Sole Voting Power: 112,500
Shares 22. Shared Voting Power: None
Beneficially 23. Sole Dispositive Power: 112,500
Owned By 24. Shared Dispositive Power: None
Each Reporting
Person With
25. Aggregate Amount Beneficially Owned by Each Reporting
Person: 112,500 Shares
26. Check if the Aggregate Amount in Row 25 Excludes Certain
Shares (See Instructions) ................................[ ]
27. Percent of Class Represented by Amount In Row 25: 0.2%
28. Type of Reporting Person: IN
Page 3 of 7
<PAGE>
The original Statement on Schedule 13D, dated December 21, 1994 and
Amendment No. 1 thereto, dated December 20, 1995 (such original Statement and
Amendment No. 1 are herein collectively referred to as the "Original Amended
Statement"), filed jointly by SunRiver Group, Inc. ("SunRiver Group") and Gerald
Youngblood, relating to their beneficial ownership of the common stock, $.01 par
value ("Common Stock"), of SunRiver Corporation (the "Issuer"), is amended by
this Amendment No. 2 as set forth below. The event requiring the filing of this
Amendment No. 2 is the resignation of Gerald Youngblood as voting trustee for
3,400,000 of the Voting Trust Shares (the "Remaining Voting Trust Shares") and
Stephen Maysonave replacing Mr. Youngblood as voting trustee of the Remaining
Voting Trust Shares, which event has resulted in Mr. Youngblood beneficially
owning none of the 30,614,084 shares which he previously beneficially owned
through his ability to elect a majority of the board of directors of SunRiver
Group and Mr. Maysonave beneficially owning all of such 30,614,084 shares.
Defined terms that are not defined herein have the meanings assigned to those
terms in the Amendment No. 1.
Item 2. Identity and Background
(a) Effective as of September 17, 1996, Gerald Youngblood resigned as
the voting trustee for the Remaining Voting Trust Shares and Stephen
Maysonave replaced Mr. Youngblood as the voting trustee. As a result, Mr.
Maysonave has the power (and Mr. Youngblood relinquished the power) to
control the Board of Directors of SunRiver Group.The Remaining Voting Trust
Shares consist of 3,400,000 shares (52.3%) of the Series B Preferred
outstanding. The voting trust arrangement pursuant to which Mr. Youngblood
had the power to vote 1,500,000 million of the 4,900,000 Voting Trust
Shares has been terminated.
The information on Schedule A of the original Schedule 13D is
superseded and amended by the following Schedule A:
Page 4 of 7
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Schedule A
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Position(s) Other
Name and Address with SunRiver Group Occupation
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Jeffrey K. Moore President, Treasurer Financial Analyst
Boundless Technologies and Chairman of the of Boundless
Echelon IV Board Technologies, Inc.
Suite 200
Austin, TX 78759-6543
E. Robert Shepard, Jr. Vice-President, Secretary Principal, Executive
SynerMark and Director Vice-President and
6850 Austin Center Blvd. Director of
Suite 220 SynerMark
Austin, TX 78731
Gerald Youngblood Director President and
SunRiver Corporation Chairman of the
Echelon IV, Ste 200 Board of SunRiver
9430 Research Blvd. Corporation
Austin, TX 78759-6543
H. John Trube Director President, Maverick
Maverick Marketing Marketing
1101 Reinli
Austin, TX 78723
James W. Hood Director Private Investor
P.O. Box 4931
Jackson, MS 39296-4931
Stephen G. Maysonave Stockholder General Manager of
Informix Software, Inc. Informix Software,
1111 Broadway, Ste. 2000 Inc.
Oakland, CA 94607
Matthew R. Moore Stockholder College Student
603 West 13th
Suite 340
Austin, TX
(d) During 1994 and 1995, Mr. William Moore, the father of Jeffrey and
Matthew Moore, was a key consultant to the Issuer. In April 1996, William
Moore was convicted of felonies in federal district court for the Western
District of Texas related to the acquisition and operation of a Texas
Page 5 of 7
<PAGE>
savings and loan from 1982 to 1984 and was ordered to pay approximately $12
million in restitution to several federal agencies. Although William Moore
disclaims beneficial ownership of, or an economic interest in, the controlling
shares of SunRiver Group owned by his sons, there can be no assurance that the
federal government will not attempt to attribute an economic interest in such
shares to William Moore, or that his sons will not sell such shares, in order to
satisfy this restitution order. Either of these outcomes could result in a
change in control of SunRiver Group and, therefore, the Issuer and its
subsidiaries. Mr. Moore is appealing these convictions and restitution order.
Item 5. Interest in Securities of the Issuer
(a) and (b) SunRiver Group is the beneficial owner of 30,614,084
shares of Common Stock (which is approximately 58.8% of the Common Stock
outstanding inclusive of the shares underlying SunRiver Group's warrant to
purchase 4,174,704 shares of Common Stock). See Item 2(a), above.
(e) On September 17, 1996, Gerald Youngblood ceased to be the
beneficial owner of 5% of the outstanding Common Stock. He beneficially owns
112,500 shares of Common Stock (less than 1% of the outstanding) as a result of
holding options to purchase shares of Common Stock.
Item 7. Material to be filed as Exhibits
Exhibit Exhibit
Numbers
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Filed herewith 3(f) Resignation of Gerald
Youngblood as voting trustee of the
Remaining Voting Trust Shares,
effective eptember 17, 1996.
Filed herewith 3(g) Acceptance of Appointment as voting
trustee of the Remaining Voting Trust
Shares by Stephen G. Maysonave,
effective September 17, 1996.
Page 6 of 7
<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
DATED: September 26, 1996
SUNRIVER GROUP, INC.
By: /s/ Jeffrey K. Moore
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Jeffrey K. Moore, President
/s/ Gerald Youngblood
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Gerald Youngblood
Page 7 of 7
Exhibit 3(f)
8900 Marybank Drive
Austin, TX 78750
BY HAND
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September 16, 1996
To: Mr. Jeffrey Moore
I respectfully wish to extend my resignation as Voting Trustee from that
certain Voting Trust which holds 3,400,000 shares of Series B Preferred stock of
SunRiver Group, Inc. This resignation is by mutual agreement and will become
effective at 9:00 A.M. CDT on September 17, 1996. I will be pleased to work with
your new designee as Voting Trustee to make sure that we effect an orderly
transition.
Sincerely,
/s/ Gerald Youngblood
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Gerald Youngblood
Voting Trustee
Exhibit 3(g)
ACCEPTANCE OF APPOINTMENT
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Stephen G. Maysonave hereby accepts the appointment of him, as successor
Voting Trustee of the Voting Trust under the Voting Trust Agreement and agrees
to perform the responsibilities, duties, and obligations of the Voting Trustee
under the terms of the Voting Trust Agreement as if he were the Voting Trustee
originally named therein.
/s/ Stephen G. Maysonave
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Stephen G. Maysonave
Effective September 17, 1996
